Exhibit 10.6
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into this _______ day of August,
1999, by and between The SL Group, Inc., having its principal place of business
at 100-31 South Jersey Avenue, S. Setauket, New York 11733, hereinafter referred
to as the "Employer", and James Brownfiel, hereinafter referred to as the
"Employee."
1. Employment. The Employer hereby agrees to employ the Employee in the
capacity of an officer of the Employer as is determined from time to
time by the Board of Directors upon the terms and conditions set out
herein.
2. Term. The term of this Agreement shall begin on January 1, 2000, and
shall terminate three years from such date. This Agreement shall
automatically renew each year thereafter, unless either party gives
sixty (60) days written notice to the other party of his intent not to
renew for an additional period.
3. Compensation. The Employer shall pay the Employee, as compensation for
the services rendered by the Employee, a salary of $75,000 in 2000,
$85,000 in 2001 and $100,000 in 2002, payable every two weeks. Salary
payments shall be subject to withholding and other applicable taxes.
Employer shall provide Employee with the present company medical plan.
4. Expenses. The Company will provide Employee with a suitable automobile
or shall, in lieu of being furnished with a Company automobile, receive
a monthly automobile allowance of not less than $500.00. The Company
shall also reimburse Employee for all reasonable and necessary expenses
incurred in carrying out his duties under this Agreement. Employee
shall present to the Company from time to time an itemized account of
such expenses in any form required by the Corporation. Such expenses
shall be subject to review by the Audit Committee of the Board of
Directors.
5. Duties. The Employee shall perform, for the Employer, the duties as
defined by the Board of Directors.
6. Extent of Services. The Employee shall devote not less than 90 percent
of his time, attention, and energies to the Employer's business and
shall not, during the term of this Agreement, be engaged in any other
business activity, whether or not such business activity is pursued for
gain, profit, or other pecuniary advantage. The Employee further agrees
that he will perform all of the duties assigned to him to the best of
his ability and in a manner satisfactory to the Employer, that he will
truthfully and accurately maintain all records, preserve all such
records, and make all such reports as the Employer may require; that he
will fully account for all money and all of the property of the
Employer of which he may have custody and will pay over and deliver the
same whenever and however he may be directed to do so.
7. Notices. Any notice required or desired to be given under this
Agreement shall be given in writing, sent by certified mail, return
receipt requested, to his residence in the case of the Employee, or to
its principal place of business, in the case of the Employer.
8. Waiver of Breach. The waiver by the employer of a breach of any
provision of this Agreement by the Employee shall not operate or be
construed as a waiver of any subsequent breach by the Employee. No
waiver shall be valid unless in writing and signed by the Employer.
9. Assignment. The Employee acknowledges that the services to be rendered
by him are unique and personal. Accordingly, the Employee may not
assign any of his rights or delegate any of his duties or obligations
under this Agreement. The rights and obligations of the Employer under
this Agreement shall inure to the benefit of and shall be binding upon
the successors and assigns of the Employer.
10. Death during Employment. If the Employee dies during the term of
employment, the Employer shall pay to the estate of the Employee one
full month of compensation which would otherwise be payable to the
Employee if the Employee were alive. In addition, the Employer shall
allow the Estate of the Employee to maintain the ownership of any
interest the Employee had in any and all distributorships.
11. Vacations. The Employee shall be entitled each year to vacation and
personal leave suitable and appropriate to his position. During this
time his compensation shall be paid in full.
12. Termination by Employee. The Employee may not terminate this Agreement
without cause. This Agreement and the employment of the Employee may be
terminated by either party with stated cause upon 30 days' written
notice given by either party to the other within 12 months from the
date of commencement of employment hereunder, or upon 90 days' written
notice with stated cause thereafter. Termination for cause shall
include, but not necessarily be limited to (i) Employee's failure,
refusal or inability to perform satisfactorily the services required of
him by the Board of Directors; (ii) Employee's commitment of an offense
of moral turpitude or offense under federal, state or local laws; and
(iii) commission by Employee of an act of disloyalty against the
Corporation or the violation by Employee of any provision of this
Agreement.
13. Entire Agreement. This Agreement contains the entire understanding of
the parties. It may be changed only by an Agreement in writing, signed
by the parties hereto.
14. Governing Law. This agreement, and all transactions contemplated
hereby, shall be governed by, construed and enforced in accordance with
the laws of the State of New York. The parties herein waive trial by
jury and agree to submit to the personal jurisdiction and venue of a
court of subject matter jurisdiction located in Suffolk County, State
of New York. In the event that litigation results from or arises out of
this Agreement or the performance thereof, the parties agree to
reimburse the prevailing party's reasonable attorney's fees, court
costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing party
may be entitled. In such event, no action shall be entertained by said
court or any court of competent jurisdiction if
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filed more than one year subsequent to the date the cause(s) of action
actually accrued regardless of whether damages were otherwise as of
said time calculable.
15. Indemnity. The Employer shall indemnify the Employee and hold him
harmless for any acts or decisions made by him in good faith while
performing services for the Employer and will use its best efforts to
obtain coverage for the Employee under any insurance policy now in
force or hereinafter obtained during the term of this Agreement
covering the other officers, and/or employees of the Employer against
lawsuits. Employer shall pay all expenses, including attorney's fees,
actually and necessarily incurred by the Employee in connection with
any appeal thereon, including the cost of court settlements.
16. Working Facilities. The Employee shall be provided such facilities and
services as are suitable to his position and appropriate for the
performance of his duties.
17. Contractual Procedures. Unless specifically disallowed by law, should
litigation arise hereunder, service of process therefor may be obtained
through certified mail, return receipt requested; the parties hereto
waiving any and all rights they may have to object to the method by
which service was perfected.
The SL Group, Inc.
/s/ James Brownfiel
By: /s/ Ed Heil -------------------------------
-------------------------------- James Brownfiel
Its: President
--------------------------------
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